Indemnification Etc Clause Samples

Indemnification Etc. 10.1 Survival of Representations, Etc. 76 10.2 Indemnification 77 10.3 Limitations 78 10.4 No Contribution 80 10.5 Claim Procedures 80 10.6 Defense of Third Party Claims 81 10.7 Exclusive Remedy 82 10.8 Parent’s Right of Set-Off. 83 10.9 Exercise of Remedies Other Than by Parent 83 10.10 Tax Treatment of Indemnity Payments 83 11. MISCELLANEOUS PROVISIONS 11.1 Securityholders’ Agent 83 11.2 Further Assurances 86 11.3 Fees and Expenses 86 11.4 Notices 86 11.5 Headings 88 11.6 Counterparts and Exchanges by Electronic Transmission 88 11.7 Governing Law; Dispute Resolution 88 11.8 Successors and Assigns 88 11.9 Remedies Cumulative; Specific Performance 89 11.10 Waiver 89 11.11 Waiver of Jury Trial 89 11.12 Amendments 89 11.13 Severability 89 11.14 Parties in Interest 89 11.15 No Public Announcement 90 11.16 Entire Agreement 90 11.17 Disclosure Schedule 90 11.18 Construction 90 11.19 Privilege 91 Exhibit A Certain Definitions Exhibit B Form of Joinder Agreement Exhibit C Form of Restrictive Covenant Agreement Exhibit D Form of Revesting Agreement Exhibit E Form of Certificate of Merger Exhibit F Form of Lock-Up Agreement Exhibit G Form of Escrow Agreement Exhibit H Form of Letter of Transmittal Exhibit I Form of NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit K Current Assets and Current Liabilities Exhibit L Knowledge Individuals Schedule 1.3(c)(x) Payoff Letters Schedule 1.3(c)(xiii) Third Party Consents Schedule 1.3(c)(xv) Affiliate Arrangements Schedule 4.8(a) Agreements to be Terminated Schedule 5.1(b)(ii) Consents AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 22, 2021, by and among LIFE360, INC., a Delaware corporation (“Parent”), TRIUMPH MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), TILE, INC., a Delaware corporation (the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company, as the Securityholders’ Agent (as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Indemnification Etc. The Company shall indemnify and hold harmless Executive to the fullest extent permitted by law (including advance of legal fees) for any action or inaction he takes in good faith with regard to the Company or parent or any benefit plan of either. Further, the Company shall cover Executive on its directors’ and officers’ liability insurance policies to no less extent than that which covers any other officer or director of the Company.

Indemnification Etc. Debtor hereby expressly indemnifies and holds Secured Party harmless from any and all claims, causes of action, or other proceedings, and from any and all liability, loss, damage, and expense of every nature, arising by reason of Secured Party's enforcement of its rights and remedies hereunder, or by reason of Debtor's failure to comply with any environmental or other law or regulation, other than any such claim, cause of action or other proceeding, liability, loss, damage or expense arising by reason of gross negligence, willful misconduct or violation of law on the part of Secured Party. In any suit, proceeding or action brought by Secured Party under any account for any sum owing thereunder, or to enforce any provisions of any account, Debtor will save, indemnify and keep Secured Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or any other obligor thereunder, arising out of a breach by Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Debtor (except to the extent any such expense, loss or damage results from the gross negligence or willful misconduct of Secured Party). The obligations of Debtor under this Section 8(E) shall survive the termination of the other provisions of this Security Agreement.

Indemnification Etc. The Company shall provide an indemnification agreement by which it shall indemnify and hold harmless Executive to the fullest extent permitted by law for any action or inaction Executive takes in good faith with regard to the Company or parent or any benefit plan of either, in accordance with the Company’s Certificate of Incorporation and By-laws. Further, the Company shall cover Executive on its directors’ and officers’ liability insurance policies to no less extent than that which covers any other officer or director of the Company.

Indemnification Etc. The Subadviser agrees to indemnify and hold harmless the Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Manager, against any and all losses, claims damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadviser's responsibilities as portfolio manager of the Series (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Series or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's registration statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's registration statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act. In no case shall the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Except as may otherwise be provided under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute,...

Indemnification Etc. The Debtor hereby expressly indemnifies and holds the Secured Party harmless from any and all claims, causes of action, or other proceedings, and from any and all liability, loss, damage, and expense of every nature, arising by reason of the Secured Party's enforcement of its rights and remedies hereunder, or by reason of the Debtor's failure to comply with any environmental or other law or regulation. As to any action taken by the Secured Party hereunder, the Secured Party shall not be liable for any error of judgment or mistake of fact or law, absent gross negligence or willful misconduct on its part.

Indemnification Etc. Guest shall defend, hold harmless, and indemnify VRM, its affiliates, and its respective officers, directors, agents, and employees from any and all 3rd party claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to Guest’s rental under this Agreement, including for pre-litigation and non-litigation legal fees, and including for claims by Guest’s invitees and licensees. Remedies. The maximum remedy for breach or other actions connected to this contract, unless expressly provided otherwise herein, is actual direct financial losses, and as governed in this agreement, reasonable attorney’s fees & costs, which is agreed to be an adequate remedy. Regardless of the failure of the exclusive remedy, VRM will not be liable for consequential or incidental damages.

Indemnification Etc. In the event that shares are registered pursuant to Section 4(a) or 4(b), AER, Purchaser and the Third Party Shareholders shall execute reasonable and customary underwriting, indemnification and lock-up agreements relating to such registration and shall undertake reasonable and customary registration procedures.

Indemnification Etc. 29 9.1 Survival of Representations, Etc........................... 29 9.2